Shareholders' decision will determine the
future of Norfolk Southern
Norfolk Southern strongly urges shareholders
to vote the WHITE proxy card FOR ONLY Norfolk Southern's 13 highly
skilled director nominees
ATLANTA, May 7, 2024
/PRNewswire/ -- Norfolk Southern Corporation (NYSE: NSC) Tuesday
reminded shareholders to protect the value of their investment by
voting ahead of the 2024 Annual Meeting, which will be held on
May 9, 2024.
Norfolk Southern recommends all shareholders vote the
WHITE proxy card electronically FOR ONLY Norfolk
Southern's 13 nominees. For more information on how to vote, please
click here.
Norfolk Southern's board firmly believes all 13 of the company's
director nominees are highly qualified to oversee the company's
balanced strategy – a strategy that is driving operational
improvements and designed to deliver superior shareholder value. In
contrast, Ancora is attempting to implement wholesale change
designed to overturn the company's strategy. That includes
overhauling the company's management team and implementing an
ill-conceived strategy that would undermine the important progress
Norfolk Southern has made and introduce significant risks to the
business, including making the company less safe. Leading proxy
advisory firm Institutional Shareholder Services (ISS) has endorsed
the continued leadership of CEO Alan
Shaw and recognized the benefits of the company's strategy
by recommending that shareholders vote for a majority of Norfolk
Southern's director nominees.
In deciding your vote, Norfolk Southern urges you to consider
that the company has:
The Right Team: CEO Alan Shaw
& COO John Orr are leading A
Better Way
- CEO Alan Shaw is a crisis-tested
leader who has taken decisive action to ensure the successful
execution of Norfolk Southern's strategic transformation.
- Recently appointed COO John Orr is a proven operator, with
a track record of implementing precision scheduled railroading
(PSR), who is accelerating Norfolk Southern's operating plan.
- Together, their leadership will position the company to become
the gold standard of safety in the industry, drive meaningful
margin improvement, and outperform peers during freight recovery
cycles, while delivering industry-leading service for customers and
forging strong relationships with key stakeholders.
The Right Strategy: Creating long-term value by delivering
reliable, resilient service and responsibly driving
productivity
- Norfolk Southern's balanced strategy is grounded in a PSR
operating plan that ensures the company's network is flexible,
properly resourced, and disciplined in operational execution.
- Norfolk Southern's modern approach will sustainably grow
volumes over the long term, prevent avoidable pitfalls and service
challenges, and ultimately deliver superior shareholder value.
- Norfolk Southern is on a clear and achievable path to deliver a
sub-60% operating ratio in 3-4 years1 and close the
margin gap with peers – without stripping the company "down to the
studs,2" which would require massive furloughs, impair
service, and lose customers.
The Right Approach to Safety: Norfolk Southern is committed
to making a safe railroad even safer and being the gold standard
for safety in the industry
- Norfolk Southern is taking a comprehensive approach to safety:
implementing a Six-Point Safety Plan and working with a leading
independent safety consultant with Nuclear Navy experience, as well
as investing in infrastructure, strengthening safety culture, and
advancing a leading role in innovative technology.
- The board formed a Safety Committee in 2019 focused on the
company's safety culture, including oversight of key safety
initiatives and performance on safety metrics.
- Norfolk Southern has collaborated with craft colleagues to
enhance training and engagement. We became the first Class I
railroad to partner with the FRA and labor unions in the
Confidential Close Call Reporting System.
- Thanks to all those efforts and many more, we reduced mainline
accidents by 38% to the lowest level since 1999, placing us among
the safest Class I railroads.
The Right Board: Norfolk Southern's board is an agent of
change to enhance shareholder value
- Norfolk Southern's board has taken critical steps to hold
management accountable, oversee the execution of its balanced
strategy, and position the company for long-term value
creation.
- The board is composed of industry leaders with significant,
complementary, and diverse expertise to oversee the company's
strategy and drive sustainable value.
- The board embraces change and feedback from investors and has
led a comprehensive refreshment process to ensure alignment with
shareholders' best interests.
Ancora's reckless plan and demands for a wholesale overhaul of
management and the board present significant risk to the company.
These draconian changes would decelerate the momentum of Norfolk
Southern's strategic transformation and destroy long-term value for
shareholders. Protect the value of your investment from
Ancora's outdated, destructive agenda and vote the WHITE proxy card
FOR ONLY Norfolk Southern's 13 highly skilled director nominees
TODAY.
Please simply DISCARD any blue proxy card you may receive from
Ancora. If you inadvertently voted using a blue proxy card, you may
cancel that vote simply by voting again TODAY using the company's
WHITE proxy card. Only your latest-dated vote will count.
The company's proxy statement and other important information
related to the Annual Meeting can be found at
VoteNorfolkSouthern.com
If you have any
questions or require any assistance with respect to voting your
shares, please contact our proxy solicitor:
|
|
INNISFREE M&A
INCORPORATED
Shareholders may
call:
1 (877) 750-9496
(toll-free from the U.S. and Canada)
+1 (412) 232-3651 (from
other countries)
|
About Norfolk Southern
Since 1827, Norfolk
Southern Corporation (NYSE: NSC) and its predecessor companies have
safely moved the goods and materials that drive the U.S. economy.
Today, it operates a customer-centric and operations-driven freight
transportation network. Committed to furthering sustainability,
Norfolk Southern helps its customers avoid approximately 15 million
tons of yearly carbon emissions by shipping via rail. Its dedicated
team members deliver more than 7 million carloads annually, from
agriculture to consumer goods, and Norfolk Southern originates more
automotive traffic than any other Class I Railroad. Norfolk
Southern also has the most extensive intermodal network in the
eastern U.S. It serves a majority of the country's population and
manufacturing base, with connections to every major container port
on the Atlantic coast as well as major ports in the Gulf of Mexico and Great Lakes. Learn more by
visiting www.NorfolkSouthern.com.
Important Additional Information
The Company has filed a definitive proxy statement (the "2024
Proxy Statement") on Schedule 14A and a WHITE proxy card with the
Securities and Exchange Commission (the "SEC") in connection with
the solicitation of proxies for its 2024 Annual Meeting of
Shareholders (the "2024 Annual Meeting"). SHAREHOLDERS ARE STRONGLY
ADVISED TO READ THE COMPANY'S 2024 PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO), THE WHITE PROXY CARD AND ANY
OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may
obtain a free copy of the 2024 Proxy Statement, any amendments or
supplements to the 2024 Proxy Statement and other documents that
the Company files with the SEC from the SEC's website at
www.sec.gov or the Company's website at
https://norfolksouthern.investorroom.com as soon as reasonably
practicable after such materials are electronically filed with, or
furnished to, the SEC.
Certain Information Concerning Participants
The Company, its directors and certain of its executive officers
and employees may be deemed participants in the solicitation of
proxies from shareholders in connection with the matters to be
considered at the 2024 Annual Meeting. Information regarding the
direct and indirect interests, by security holdings or otherwise,
of the persons who may, under the rules of the SEC, be considered
participants in the solicitation of shareholders in connection with
the 2024 Annual Meeting is included in Norfolk Southern's 2024
Proxy Statement, filed with the SEC on March
20, 2024. To the extent holdings by our directors and
executive officers of Norfolk Southern securities reported in the
2024 Proxy Statement for the 2024 Annual Meeting have changed, such
changes have been or will be reflected on Statements of Change of
Ownership on Forms 3, 4 or 5 filed with the SEC. These documents
are available free of charge as described above.
Cautionary Statement on Forward-Looking Statements
Certain statements in this communication are "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995, as amended.
These statements relate to future events or our future financial
performance, including statements relating to our ability to
execute on our strategic plan and our 2024 Annual Meeting and
involve known and unknown risks, uncertainties, and other factors
that may cause our actual results, levels of activity, performance,
or our achievements or those of our industry to be materially
different from those expressed or implied by any forward-looking
statements. In some cases, forward-looking statements may be
identified by the use of words like "may," "will," "could,"
"would," "should," "expect," "plan," "anticipate," "intend,"
"believe," "estimate," "project," "consider," "predict,"
"potential," "feel," or other comparable terminology. The Company
has based these forward-looking statements on its current
expectations, assumptions, estimates, beliefs, and projections.
While the Company believes these expectations, assumptions,
estimates, and projections are reasonable, such forward-looking
statements are only predictions and involve known and unknown risks
and uncertainties, many of which involve factors or circumstances
that are beyond the Company's control. These and other important
factors, including those discussed under "Risk Factors" in our
Annual Report on Form 10-K for the year ended December 31, 2023, as well as the Company's
subsequent filings with the SEC, may cause actual results,
performance, or achievements to differ materially from those
expressed or implied by these forward-looking statements. The
forward-looking statements herein are made only as of the date they
were first issued, and unless otherwise required by applicable
securities laws, the Company disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise.
Non-GAAP Financial Measures
This document includes the presentation and discussion of
adjusted operating ratio. This figure adjusts our GAAP financial
results to exclude the effects of the direct costs resulting from
the East Palestine incident. We use this non-GAAP financial measure
internally and believe this information provides useful
supplemental information to investors to facilitate making period
to period comparisons by excluding the costs arising from the East
Palestine incident, and in 2024, also excluding other charges
relating to restructuring efforts, shareholder matters and a
deferred tax adjustment. While we believe that this non-GAAP
financial measure is useful in evaluating our business, this
information should be considered as supplemental in nature and is
not meant to be considered in isolation from, or as a substitute
for, the related financial information prepared in accordance with
GAAP. In addition, this non-GAAP financial measure may not be the
same as similar measures presented by other companies. See below
for a reconciliation of the 2023 non-GAAP operating ratio figures
provided in this document to GAAP operating ratio. With respect to
projections and estimates for future non-GAAP operating ratio,
including full year 2024 adjusted operating ratio guidance and our
longer term adjusted operating ratio target, the Company is unable
to predict or estimate with reasonable certainty the ultimate
outcome of certain items required for the GAAP measure without
unreasonable effort. Information about the adjustments that are not
currently available to the Company could have a potentially
unpredictable and significant impact on future GAAP results.
The following table adjusts our 2023 GAAP financial results to
exclude the effects of the East Palestine incident. The income tax
effects of this non-GAAP adjustment were calculated based on the
applicable tax rates to which the non-GAAP adjustment related:
|
Non-GAAP
Reconciliation for 2023
|
Reported (GAAP)
|
East Palestine
Incident
|
Adjusted
(non-GAAP)
|
($ in millions,
except per share amounts)
|
Income from railway
operations
|
$2,851
|
$1,116
|
$3,967
|
Income taxes
|
$493
|
$270
|
$763
|
Net income
|
$1,827
|
$846
|
$2,673
|
Diluted earnings per
share
|
$8.02
|
$3.72
|
$11.74
|
Railway operating ratio
(percent)
|
76.5
|
(9.1)
|
67.4
|
1 The operating ratio improvements represent adjusted
operating ratio. See "Non-GAAP Financial Measures" below for
information regarding the definition and reconciliation to GAAP
operating ratio.
2 Source: Fireside chat with Deutsche Bank's
Transportation and Shipping markets analyst Amit Mehrotra on April
15, 2024.
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SOURCE Norfolk Southern Corporation